Max Sight Group Holdings Limited — Proxy Solicitation & Information Statement 2026

Apr 2, 2026

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Max Sight Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on GEM of The Stock Exchange of Hong Kong Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Max Sight Photo
名仕快相
Max Sight Group Holdings Limited
名仕快相集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8483)

(1) RE-ELECTION OF RETIRING DIRECTORS
AND
(2) NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Max Sight Group Holdings Limited to be held at The Hong Kong General Chamber of Commerce, 22nd Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 12 June 2026 at 2:30 p.m. is set out on pages 9 to 10 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting (i.e. before 2:30 p.m. on Wednesday, 10 June 2026) or any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting (or any adjournment thereof) if they so wish.

This circular will remain on the "Latest Listed Company Information" page of the website of the Stock Exchange at www.hkexnews.hk for a minimum period of 7 days from the date of publication and on the website of the Company at www.maxsightgroup.com.

No refreshment or beverages, and corporate gifts or gift coupons will be provided at the annual general meeting.

2 April 2026

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CHARACTERISTICS OF GEM

GEM has been positioned as a market designed to accommodate small and mid-sized companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration.

Given that the companies listed on GEM are generally small and mid-sized companies, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

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CONTENTS

Page

DEFINITIONS ... 1

LETTER FROM THE BOARD

1. Introduction ... 3
2. Re-election of Retiring Directors ... 3
3. Nomination Policy ... 4
4. Recommendation of the Nomination Committee ... 4
5. Responsibility Statement ... 5
6. Closure of Register of Members ... 5
7. Notice of Annual General Meeting ... 5
8. Form of Proxy ... 5
9. Voting by Poll ... 6
10. Recommendation ... 6
11. Language ... 6

APPENDIX I — DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION ... 7

NOTICE OF ANNUAL GENERAL MEETING ... 9

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

“Annual General Meeting” the annual general meeting of the Company to be held at The Hong Kong General Chamber of Commerce, 22nd Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 12 June 2026 at 2:30 p.m., or any adjournment thereof and notice of which is set out on pages 9 to 10 of this circular

“Board” the board of Directors

“Company” Max Sight Group Holdings Limited, a company incorporated in the Cayman Islands with limited liability, with its Shares listed on GEM of the Stock Exchange

“controlling shareholder(s)” has the meaning ascribed to it under the GEM Listing Rules

“Director(s)” the director(s) of the Company

“GEM” the GEM of the Stock Exchange

“GEM Listing Rules” the Rules Governing the Listing of Securities on GEM of the Stock Exchange, as amended from time to time

“Group” the Company and its subsidiaries

“HK$” Hong Kong dollars, the lawful currency of Hong Kong

“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

“Latest Practicable Date” 27 March 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

“Listing Date” 28 February 2018, being the date on which the Shares are listed on GEM of the Stock Exchange

“SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented and otherwise modified from time to time

“Share(s)” ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company

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DEFINITIONS

"Shareholder(s)" the holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"%" per cent

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LETTER FROM THE BOARD

Max Sight Photo

名仕快相

Max Sight Group Holdings Limited

名仕快相集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8483)

Executive Directors:
Mr. Chan Wing Chai, Jamson (Chairman)
Mr. Chan Tien Kay, Timmy (Chief Executive Officer)

Non-executive Directors:
Mr. Riccardo Costi
Ms. Wong Shin Yee, Freda

Independent Non-executive Directors:
Mr. Ngai James
(Lead Independent Non-executive Director)
Mr. Hui Chi Kwan
Mr. Kwok Tsun Wa

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Head office and principal place of business in Hong Kong:
14th Floor, McDonald's Building
48 Yee Wo Street
Causeway Bay
Hong Kong

2 April 2026

To the Shareholders

Dear Sir or Madam,

(1) RE-ELECTION OF RETIRING DIRECTORS AND
(2) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the proposal to be put forward at the Annual General Meeting: the re-election of the retiring Directors.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84 of the Articles of Association, one-third of the Directors for the time being (or if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and will be eligible for re-election and re-election and re-appointment at every annual general meeting, provided that every Director shall

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LETTER FROM THE BOARD

be subject to retirement by rotation at least once every three years. In accordance with article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his appointment and any Director appointed as an addition to the Board shall hold office until the next following annual general meeting of the Company after his appointment, and each of them shall then be eligible for re-election.

Accordingly, Mr. Riccardo Costi, Mr. Ngai James and Mr. Hui Chi Kwan (the “Retiring Directors”) will hold office as the Directors until the Annual General Meeting and are subject to re-election. Details of the above Retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the GEM Listing Rules.

NOMINATION POLICY

To ensure a balance of skills, experience and diversity of perspectives appropriate to the requirements of the business of the Group among members of the Board, the nomination of Directors for appointment or re-appointment at the Annual General Meeting were made by the nomination committee in accordance with the nomination policy adopted by the Company and the selection criteria as set out in the diversity policy of the Company (including but not limited to gender, age, cultural and educational background, professional experience, skills, knowledge and length of service).

RECOMMENDATION OF THE NOMINATION COMMITTEE

The nomination committee had nominated the Retiring Directors to the Board for the Board to make recommendation to the Shareholders for re-election at the Annual General Meeting, having reviewed the composition of the Board and having regard to the Retiring Directors’ professional experience, skills, knowledge and/or length of service, their commitment to their respective roles and functions, and their respective contributions brought and continued to be brought to the Group.

On the re-appointment of Mr. Ngai James and Mr. Hui Chi Kwan as independent non-executive Directors, the nomination committee considered, and the Board shared the same views, that at all times during the period of directorship with the Company, Mr. Ngai James and Mr. Hui Chi Kwan have properly discharged their duties and responsibilities as independent non-executive Directors and have made positive contribution to the development to the Company through independent, constructive and informed comments and participation at the business and other affairs relating to the Group. In addition, the Company received a confirmation of independence pursuant to Rule 5.09 of the GEM Listing Rules from each of Mr. Ngai James and Mr. Hui Chi Kwan. In this regard, the Board is satisfied that Mr. Ngai James and Mr. Hui Chi Kwan are the person of integrity and stature and believes that their re-election and continued appointment will allow the Board as well as the Company to continuously benefit from the sharing of their invaluable experience, contribution and

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LETTER FROM THE BOARD

participation. Therefore, the Board recommended the re-election of Mr. Ngai James and Mr. Hui Chi Kwan as independent non-executive Directors at the Annual General Meeting. Mr. Ngai James and Mr. Hui Chi Kwan being the members of the nomination committee, abstained from voting at the meeting of the nomination committee when their own nomination was being considered.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

CLOSURE OF REGISTER OF MEMBERS

For the purpose of determining Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 9 June 2026 to Friday, 12 June 2026 (both dates inclusive) during which period no transfer of Shares will be registered. The record date will be Friday, 12 June 2026. In order to qualify for attending at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 8 June 2026.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 9 to 10 of this circular is the notice of the Annual General Meeting at which, inter alia, all resolutions will be proposed to Shareholders to consider and approve via the voting by poll.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. before 2:30 p.m. on Wednesday, 10 June 2026) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

VOTING BY POLL

Pursuant to Rule 17.47(4) of the GEM Listing Rules and article 66(1) of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she is the holder. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way.

RECOMMENDATION

The Directors consider that the proposed resolutions for the re-election of the Retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

LANGUAGE

If there is any inconsistency between the English version of this circular and the Chinese translation of this circular, the English version shall prevail.

Yours faithfully

By order of the Board

Max Sight Group Holdings Limited

Chan Wing Chai, Jamson

Chairman and Executive Director

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the GEM Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and other major appointments and professional qualification. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders of the Company (as defined in the GEM Listing Rules).

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 17.50(2)(h) to (v) of the GEM Listing Rules.

NON-EXECUTIVE DIRECTOR

Mr. Riccardo Costi, aged 81, was appointed as a non-executive Director on 26 January 2017. Mr. Costi is primarily responsible for providing strategic advice to the business and operation of the Group. Mr. Costi served as a director of some of our subsidiaries, including Max Sight Limited from September 1998 to June 2018 and Fullwise International Limited from October 1999 to June 2018 and Guangzhou Max Sight Photo Company Limited from August 2005 to July 2018. Mr. Costi has accumulated over 43 years of extensive experience in the automatic photography industry.

Mr. Costi has entered into a letter of appointment with the Company for a term of two years commencing from the Listing Date and shall thereafter continue on a month to month basis unless otherwise agreed between Mr. Costi and the Company by one month's notice in writing. He is entitled to receive emoluments of HK$20,000 per annum.

As at the Latest Practicable Date, Mr. Costi has no interest in the shares which are required to be disclosed pursuant to Part XV of the SFO.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Ngai James (倪雅各), aged 62, was appointed as an independent non-executive director on 8 February 2018. Mr. Ngai is a lead independent non-executive Director, the chairman of the audit committee and the remuneration committee of the Board and a member of nomination committee of the Board. Mr. Ngai graduated from University of Toronto with a Bachelor's degree in Economics. Mr. Ngai is a Certified Public Accountant (Practising) in Hong Kong, a member of Hong Kong Institute of Certified Public Accountants and American Institute of Certified Public Accountants. Mr. Ngai is also a fellow member of The Taxation Institute of Hong Kong. Mr. Ngai has over 30 years of experience in accounting, auditing and taxation matters and is a managing director of Russell Bedford James Ngai CPA Limited.

Mr. Ngai is also a non-executive director and a chairman of the board of directors of Le Saunda Holdings Limited, the shares of which are listed on the main board of the Stock Exchange (stock code: 0738).

Mr. Ngai has entered into a letter of appointment with the Company for a term of two years commencing from the Listing Date and shall thereafter continue on a month to month basis unless otherwise agreed between Mr. Ngai and the Company by one month's notice in writing. He is entitled to receive emoluments of HK$180,000 per annum.

As at the Latest Practicable Date, Mr. Ngai has no interest in the shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Hui Chi Kwan (許次鈞), aged 76, was appointed as an independent non-executive Director on 8 February 2018. Mr. Hui also serves as a member of audit committee of the Board, remuneration committee of the Board and nomination committee of the Board. Mr. Hui graduated from The University of Hong Kong with a Bachelor's degree in Laws in November 1980 and has been a solicitor practising in Hong Kong since March 1983. Mr. Hui was a partner of Tony Kan & Co., a law firm in Hong Kong, from 1987 to 2007. He retired from the partnership in 2007 and remained as a consultant of the firm. Mr. Hui has been an independent non-executive director of Le Saunda Holdings Limited, the shares of which are listed on the main board of the Stock Exchange (stock code: 0738).

Mr. Hui has entered into a letter of appointment with the Company for a term of two years commencing from the Listing Date and shall thereafter continue on a month to month basis unless otherwise agreed between Mr. Hui and the Company by one month's notice in writing. He is entitled to receive emoluments of HK$120,000 per annum.

As at the Latest Practicable Date, Mr. Hui has no interest in the shares which are required to be disclosed pursuant to Part XV of the SFO.

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NOTICE OF ANNUAL GENERAL MEETING

Max Sight Photo

名仕快相

Max Sight Group Holdings Limited

名仕快相集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8483)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “Annual General Meeting”) of Max Sight Group Holdings Limited (the “Company”) will be held at The Hong Kong General Chamber of Commerce, 22nd Floor, United Centre, 95 Queensway, Admiralty, Hong Kong on Friday, 12 June 2026 at 2:30 p.m. for the following purposes:

ORDINARY RESOLUTIONS

1. To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2025 and the reports of the directors of the Company (the “Director(s)”) and auditors thereon;

2. To re-elect the following retiring Directors:

(A) Mr. Riccardo Costi as a non-executive Director;
(B) Mr. Ngai James as an independent non-executive Director;
(C) Mr. Hui Chi Kwan as an independent non-executive Director;

1. To authorise the board of Directors to fix the remuneration of the respective Directors;

2. To re-appoint RSM Hong Kong as auditors of the Company and to authorise the board of Directors to fix their remuneration for the year ending 31 December 2026.

By order of the Board

Max Sight Group Holdings Limited

Chan Wing Chai, Jamson

Chairman and Executive Director

Hong Kong, 2 April 2026

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NOTICE OF ANNUAL GENERAL MEETING

Registered office:
Cricket Square, Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands

Head office and Principal place of business in Hong Kong:
14th Floor, McDonald's Building
48 Yee Wo Street
Causeway Bay
Hong Kong

Notes:

(i) Any member of the Company entitled to attend and vote at the Annual General Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Annual General Meeting.

(ii) To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority must be deposited with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting (i.e. before 2:30 p.m. on Wednesday, 10 June 2026) or any adjournment thereof. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

(iii) The register of members of the Company will be closed from Tuesday, 9 June 2026 to Friday, 12 June 2026 both days inclusive, in order to determine the eligibility of shareholders to attend the Annual General Meeting, during which period no share transfers will be registered. The record date will be Friday, 12 June 2026. To be eligible to attend the above meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 8 June 2026.

(iv) With reference to ordinary resolution numbered 2 above, Mr. Riccardo Costi, Mr. Ngai James and Mr. Hui Chi Kwan shall retire and being eligible, offered themselves for re-election at the above meeting. Details of the above retiring Directors are set out in Appendix I to the circular dated 2 April 2026.

(v) Delivery of an instrument appointing a proxy will not preclude a shareholder from attending and voting in person at the Annual General Meeting or any adjournment thereof: in such event, the instrument appointing a proxy shall be deemed to be revoked.

(vi) If a Typhoon Signal No. 8 or above is hoisted or "extreme conditions" caused by a super typhoon or a Black Rainstorm Warning Signal is in force at or at any time after 12:00 noon on the date of the Annual General Meeting, the Annual General Meeting will be adjourned in accordance with the articles of association of the Company. The Company will post an announcement on the website of the Company at www.maxsichtgroup.com and the website of the Stock Exchange at www.hkexnews.hk to notify Shareholders of the date, time and place of the adjourned meeting.

The Annual General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather conditions bearing in mind their own situations.

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